| Licensing |
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| (A) Subject to the terms and conditions in this Agreement, TECHSTER grants to Customer a non-exclusive, non-transferable, perpetual limited license to use the Licensed Products on the Customer System(s) indicated in any Attachments executed from time to time by the parties. TECHSTER represents that it possesses all rights and interests in the Licensed Products necessary to enter into this Agreement. Customer has the right to use only the Licensed Products selected on any Attachment to this Agreement and shall have no right to use any other Licensed Products that are delivered to Customer but not selected and Licensed hereunder. |
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| (B) Subject to the terms and conditions in this Agreement TECHSTER grants to Customers a non-exclusive, non-transferable perpetual limited license to use any Developed Software. |
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| (C) TECHSTER grants to Customer the right to create Derived Software without the consent of TECHSTER. Customer shall own all right, title and interest in and to any Derived Software except TECHSTER shall retain sole ownership of such portions of the Derived Software that contain part or all of the Software. Use of such Software included in the Derived Software shall remain subject to the provisions of this Agreement. |
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| (A) Customer shall use the Software only on the Customer System(s) identified in Attachments attendant to this Agreement or identified in writing as provided pursuant to subsection (D) of this section. Customer shall not copy the Software without the written permission of TECHSTER except for a reasonable number of copies necessary for Customer's backup, archival and in-house disaster recovery purposes. Subject to the notification provisions contained in this Article, Customer may also copy the Software as reasonably necessary to support the maximum number of Licensed Users licensed under this Agreement. Customer will reproduce and include the patent, copyright, trade secret, trademark or other restrictive and proprietary legends from the original on all copies. All copies will be subject to the terms of this Agreement. Customer shall not allow the Software to be used by anyone other than its employees, except for those accesses provided for under Section 3 of this Article and Article IV, Section 2. The Software may not be used or sublicensed by Customer for the purpose of commercial timesharing, service bureau or other rental or sharing arrangements. TECHSTER may, from time to time, deny Customer the right to license in or move the Software to certain countries in order to protect TECHSTER' intellectual property interests. |
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(B) Customer shall not:
(i) Reverse engineer any part of the Software, provided, however, that if the Licensed Products are located in a jurisdiction whose laws explicitly permit some form or reverse engineering, Customer may do so solely to the extent so permitted by such law. Customer agrees to notify TECHSTER prior to doing so;
(ii) Distribute, sell or otherwise transfer any part of the Software; and
(iii) Remove the patent, copyright, trade secret, trademark, or other proprietary protection legends or notices that appear on or in the Software. |
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| (C) Customer may provide for disaster recovery services on a computer system provided for such purpose by a third party organization. The Software loaded upon a disaster recovery system will only be operational, other than for disaster recovery test purposes, in case of disaster conditions and inoperability of the Customer System(s). Customer agrees to cease using the Software on the disaster recovery system immediately upon restoration of the Customer System(s) to proper operating condition. Customer agrees to provide TECHSTER an original of the TECHSTER Non-disclosure Agreement executed by the third party organization and notice of the location, computer type, and model and serial number (if applicable) of the CPU(s) on which the Licensed Products will be installed. Customer agrees to be fully responsible to TECHSTER for all damages for any unauthorized use, disclosure, or duplication of the Software resulting from its possession by the third party organization. |
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(D) Customer shall notify TECHSTER in writing of any of the following changes:
(i) a change in location of a Deployment Server or Customer System(s).
(ii) a reallocation of the number of Licensed Users for any Deployment Server(s) or Customer System(s).
(iii) a change in any model, feature, serial number, and allocation of Licensed Users for an AS/400 on which the World Software is installed. In addition, Customer shall provide fifteen (15) days advance written notice for any change in the type of Supported Platform for any Customer System. |
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TECHSTER agrees that Customer may allow its customers, vendors or other entities in a similar relationship to Customer to access the Licensed Products and use the same for the purpose of conducting inquiries and other limited activities so long as Customer can demonstrate the following:
(i) None of the aforementioned entities, at any time, has access to J.D. Edwards' source code;
(ii) Their access is restricted to screen access and to those specific functions they are required to perform;
(iii) Under no circumstances will they use the Software to operate their own businesses;
(iv) The provision of the J.D. Edwards software or services is not the primary purpose, value, performance, or cost of the relationship between Customer and the entity;
(v) The entity does not compete with J.D. Edwards;
(vi) Such access is not a violation of the Article IV, Section 11, Export Controls; and
(vii) Each such user shall be licensed as a Licensed User under this Agreement. |
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| In consideration of this grant of access by TECHSTER, Customer agrees to take all necessary steps to insure that the Licensed Products and the trade secret, proprietary and/or confidential information contained within the Licensed Products are not disclosed under this provision to any person other than the entities described above who have a need for access and use as provided above. Customer further agrees to be responsible for all the acts and omissions of the third parties who are granted access under the Section as if they were Customer's own acts or omissions, and Customer agrees to indemnify TECHSTER against any damages it incurs resulting from such accesses. |
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On TECHSTER' written request, not more frequently than annually, Customer shall furnish TECHSTER with a signed certification
(i) verifying that the Licensed Products are being used pursuant to the provisions of this Agreement and Attachment(s), including the limitations on Licensed Users; and
(ii) listing the locations and types of the Customer System(s), and the location of the Licensed Users (including user type) associated with each Customer System and at any other location accessing the Customer System(s) via remove access. TECHSTER, not more frequently than annually and at its own expense, may audit Customer's use of the Licensed Products. Any such audit shall be conducted during regular business hours at Customer's facilities and shall not unreasonably interfere with Customer's business activities. If a certificate of an audit reveals that Customer has underpaid fees to TECHSTER, Customer shall be invoiced for such underpaid fees at TECHSTER' then-current list prices for the actual number of users. If the underpaid fees exceed [...***...] percent ([...***...]%) of the License Fees paid, then Customer also shall pay TECHSTER' reasonable costs of conducting the audit. |
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